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Arrow Electronics Announces Cash Tender Offer for up to $285 Million Aggregate Total Consideration of Certain of Its Outstanding Debt Securities

CENTENNIAL, Colo.--(BUSINESS WIRE)--Jun. 1, 2017--
Arrow Electronics, Inc. (NYSE: ARW) announced today the
commencement of a cash tender offer (the “Tender Offer”) for up to
$285.0 million combined aggregate Total Consideration (as defined below)
(the “Maximum Tender Amount”) of its outstanding 7.50% Senior Debentures
due 2027, 6.00% Notes due 2020, 5.125% Notes due 2021 and 3.00% Notes
due 2018 (collectively, the “Notes”) in the priorities set forth in the
table below. Notes that are accepted in the Tender Offer will be
purchased, retired and cancelled by the company and will no longer
represent outstanding obligations of the company.

The following table sets forth certain information regarding the Notes
and the Tender Offer:

Title of Security

CUSIPNumbers

PrincipalAmountOutstanding

AcceptancePriorityLevel

Reference U.S.TreasurySecurity

BloombergReferencePage(1)

Early TenderPremium(per $1,000)

Fixed Spread(basis points)

7.50% Senior Debenturesdue 2027

042735AK6

$200,000,000

1

2.375% U.S. Treasurydue May 15, 2027

FIT1

$50

165

6.00% Notesdue 2020

042735BA7

$300,000,000

2

1.50% U.S. Treasurydue May 15, 2020

FIT1

$50

75

5.125% Notesdue 2021

04273WAB7

$250,000,000

3

1.75% U.S. Treasurydue May 31, 2022

FIT1

$50

70

3.00% Notesdue 2018

042735BB5

$300,000,000

4

1.25% U.S. Treasurydue May 31, 2019

FIT1

$50

30

(1)

The applicable page on Bloomberg from which the dealer managers for
the Tender Offer will quote the bid-side prices of the applicable
U.S. Treasury Security.

The Tender Offer is being made upon and is subject to the terms and
conditions, including a financing condition, set forth in the company’s
Offer to Purchase dated June 1, 2017 (the “Offer to Purchase”). The
Tender Offer will expire at 11:59 p.m., New York City time, on June 28,
2017, unless extended or earlier terminated by the company (the
“Expiration Date”). Tenders of Notes may be withdrawn at any time on or
prior to 5:00 p.m., New York City time, on June 14, 2017 (the “Early
Tender Deadline”), but may not be withdrawn thereafter except in certain
limited circumstances where additional withdrawal rights are required by
law.

The consideration paid in the Tender Offer for each series of Notes that
are validly tendered and accepted for purchase will be determined in the
manner described in the Offer to Purchase by reference to a fixed spread
over the yield to maturity of the applicable U.S. Treasury Security
specified in the table above and in the Offer to Purchase (the “Total
Consideration”). Holders of Notes that are validly tendered and not
withdrawn on or prior to the Early Tender Deadline and accepted for
purchase will receive the applicable Total Consideration, which includes
an early tender premium of $50 per $1,000 principal amount of the Notes
accepted for purchase (the “Early Tender Premium”). Holders of Notes who
validly tender their Notes following the Early Tender Deadline but on or
prior to the Expiration Date will only receive the applicable “Tender
Offer Consideration” per $1,000 principal amount of any such Notes
tendered by such holders that are accepted for purchase, which is equal
to the applicable Total Consideration minus the Early Tender Premium.
The Total Consideration will be determined at 11:00 a.m., New York City
time, on June 15, 2017, unless extended by the company.

Payments for Notes purchased will include accrued and unpaid interest
from and including the last interest payment date applicable to the
relevant series of Notes up to, but not including, the applicable
settlement date for such Notes accepted for purchase. The settlement
date for Notes that are validly tendered on or prior to the Early Tender
Deadline is expected to be June 16, 2017, two business days following
the Early Tender Deadline (the “Early Settlement Date”). The settlement
date for Notes that are tendered following the Early Tender Deadline but
on or prior to the Expiration Date is expected to be June 29, 2017, one
business day following the Expiration Date (the “Final Settlement
Date”), assuming the Maximum Tender Amount is not purchased on the Early
Settlement Date.

Subject to the Maximum Tender Amount, all Notes validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline having a
higher Acceptance Priority Level (with 1 being the highest) will be
accepted before any tendered Notes having a lower Acceptance Priority
Level (with 4 being the lowest), and all Notes validly tendered
following the Early Tender Deadline having a higher Acceptance Priority
Level will be accepted before any Notes tendered following the Early
Tender Deadline having a lower Acceptance Priority Level. However, even
if the Tender Offer is not fully subscribed as of the Early Tender
Deadline, subject to the Maximum Tender Amount, Notes validly tendered
and not validly withdrawn on or prior to the Early Tender Deadline will
be accepted for purchase in priority to other Notes tendered following
the Early Tender Deadline even if such Notes tendered following the
Early Tender Deadline have a higher Acceptance Priority Level than Notes
tendered on or prior to the Early Tender Deadline.

Notes of a series may be subject to proration if the aggregate principal
amount of the Notes of such series validly tendered and not validly
withdrawn would cause the Maximum Tender Amount to be exceeded. If the
Notes within an Acceptance Priority Level are accepted on a prorated
basis, no series of Notes with an Acceptance Priority Level lower than
such prorated series of Notes will be accepted for purchase.
Furthermore, if the Tender Offer is fully subscribed as of the Early
Tender Deadline, holders who validly tender Notes following the Early
Tender Deadline will not have any of their Notes accepted for purchase.

The company’s obligation to accept for purchase and to pay for the Notes
validly tendered in the Tender Offer is conditioned on the satisfaction
or waiver of the conditions described in the Offer to Purchase,
including a financing condition and certain other general conditions
described in the Offer to Purchase. The company reserves the right,
subject to applicable law, to: (i) waive any and all conditions to the
Tender Offer; (ii) extend or terminate the Tender Offer; (iii) increase
or decrease the Maximum Tender Amount; or (iv) otherwise amend the
Tender Offer in any respect.

Information Relating to the Tender Offer

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho
Securities USA LLC are acting as the dealer managers for the Tender
Offer. The information agent and tender agent is D.F. King & Co., Inc.
Copies of the Offer to Purchase and related offering materials are
available by contacting D.F. King & Co., Inc. at (800) 967-5079
(toll-free), (212) 269-5550 (banks and brokers) or arw@dfking.com.
Questions regarding the Tender Offer should be directed to Goldman Sachs
& Co. LLC, Liability Management Group, at (212) 357-1057 (collect) or
(800) 828-3182 (toll-free) or J.P. Morgan Securities LLC, Liability
Management Desk, at (212) 834-8553 (collect) or (866) 834-4666
(toll-free) or Mizuho Securities USA LLC, Liability Management Group at
(212) 205-7736 (collect) or (866) 271-7403 (toll-free). This press
release shall not constitute an offer to sell, a solicitation to buy or
an offer to purchase or sell any securities. The Tender Offer is being
made only pursuant to an Offer to Purchase dated June 1, 2017, which set
forth the terms and conditions of the Tender Offer, and only in such
jurisdictions as is permitted under applicable law.

Disclosure Regarding Forward-Looking Statements

Included herein are forward-looking statements, including statements
with respect to an anticipated financing. There are many factors that
affect management’s views about future events and trends of the business
and operations of the company, all as more thoroughly described in the
company’s filings with the Securities and Exchange Commission. The
company does not undertake any obligation to update forward-looking
information included in this release or any of its public filings.

About Arrow Electronics

Arrow Electronics is a global provider of products, services and
solutions to industrial and commercial users of electronic components
and enterprise computing solutions. Arrow serves as a supply channel
partner for more than 125,000 original equipment manufacturers, contract
manufacturers and commercial customers through a global network of more
than 465 locations serving over 90 countries.